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CIRCULAR No

CIRCULAR No. 104/1998/TT-BTC OF JULY 18, 1998 GUIDING FINANCIAL MATTERS WHEN CONVERTING STATE ENTERPRISES INTO JOINT-STOCK COMPANIES

(Pursuant to Decree No. 44/1998/ND-CP of June 29, 1998)

In furtherance of Government Decree No. 44/1998/ND-CP of June 29, 1998 on converting State enterprises into joint-stock companies, the Ministry of Finance provides the following guidance on financial matters:

Part one

GENERAL PROVISIONS

1. Subject to this Circular are State enterprises in the category of equitisation stipulated in the Appendix of classification of State enterprises promulgated with Article 1 of Government Decree No. 44/1998/ND-CP of June 29, 1998.

2. Terms used in this Circular shall be understood as follows:

2.1. Joint-stock company is an enterprise where shareholders jointly contribute capital, take part in management, share profits and jointly bear the risks correspondingly to the stakes contributed.

2.2. Share is the company�s charter capital divided into numerous equal parts.

2.3. Shareholder is an individual or a legal entity that owns shares of joint-stock companies.

2.4. Share is a certificate of value issued by joint-stock companies to certify shareholders� ownership of shares.

2.5. "Charter capital" of a joint-stock company is the total capital contributed by shareholders and specified in the company�s charter.

2.6. Book value of enterprises is the total value of assets expressed in the Accounting Balance of enterprises according to the current accounting system.

2.7. Actual value of enterprises is the total real value of the assets (tangible and intangible) that belongs to enterprises and is calculated at market price at the time of the determination of the value of enterprises.

2.8. Book value of State capital is the remainder after subtracting debts payable, balance of the welfare funds and rewards(if any) from the total value of the assets reflected in the Accounting Balance at the time of the determination of the value of enterprises.

2.9. Actual value of State stake in enterprises is the remainder after subtracting debts payable, balance of the welfare and bonuses funds (if any) from the total real value of enterprises.

2.10. Dividend is a part of after-tax profit of joint-stock companies to be divided among shareholders.

2.11. Value of enterprises� goodwill is the added value created by such goodwill elements as geographical positions or prestige of enterprises� lines of products.

2.12. State governing shares are types of shares that meet one of the two following conditions:

- State shares that represent more than 50% (fifty per cent) of the company�s total shares;

- State shares that at least double the number of shares owned by another biggest shareholder in the Company.

2.13. State�s special share is the share of the State in the company where the State does not hold governing shares but has the right to decide on a number of important matters of the company as stated in the organization and operation charters of joint-stock companies.

2.14. Proceeds from the sale of shares is the sum collected when selling shares of joint-stock companies.

2.15. Proceeds from the sale of shares that belong to State capital is the actual value of the State stake in enterprises minus (-) the value of State shares contributed to the company.

The sum actually collected from the sale of shares that belong to State capital is the money gained from selling shares that belong to State capital minus (-) equitization expenses and the preference value granted to employees of enterprises.

2.16. Equitisation expenses: are necessary and actual expenses to convert State enterprises into joint-stock companies.

2.17. The direct managing bodies of equitized enterprises are:

- The branch managing ministries (if they are independent enterprises under the management of ministries or branches);

- The provincial/municipal People�s Committees (if they are independent enterprises under the management of the provincial/municipal People�s Committees);

- Managing Boards of State corporations (if they are member enterprises of the State corporations); and

- Directors of independent enterprises (if they are parts of independent enterprises, separated for equitisation).

2.18. Direct manager of State capital is the person deputed by competent State agency(ies) to directly manage the State stake in joint-stock companies.

2.19. The time of equitisation is the time specified in a decision by the competent State agency to convert a State enterprise into a joint-stock company.

3. After State enterprises are converted into joint-stock companies, the latter shall inherit all the rights and perform all the obligations of the former.

4. Forms of equitisation

Depending on the specific situation and requirements, State enterprises may select and apply one of the following four forms of equitisation:

4.1. To keep intact the existing State capital in enter-prises, to issue shares and to attract more capital for the enterprises� development. According to this form, the value of the State shares contributed to companies is equal to the actual value of the State stake in enterprises minus (-) the equitisation expenses, the preference value granted to employees and the value of the amounts to be paid in installments by poor employees in accordance with the stipulations of the State.

4.2. To sell part of the value of the existing State capital in enterprises. By this form, the State shall use part of the actual value of its capital in enterprises to sell to shareholders.

4.3. To separate parts of enterprises for equitisation. Under this form, a part of an enterprise may operate independently and make separate accounting of the value of its assets separated for equitisation (e.g. workshops, stores, service sections, etc.).

4.4. To sell the entire value of the existing State capital in enterprises in order to convert the latter into joint-stock companies. By this form, the State shall not participate in shares in such joint-stock companies.

Part two

SPECIFIC PROVISIONS

I. ENTITLEMENT TO PURCHASE SHARES FOR THE FIRST TIME

When State enterprises are turned into joint-stock companies, the entitlement to purchase shares for the first time stipulated in Article 8 of Government Decree No. 44/1998/ND-CP of June 29, 1998 shall be as follows:

1. For enterprises where the State holds governing shares or special shares, each legal person shall be entitled to buy not more than 10% and each individual not more than 5% of the total number of an enterprise�s shares.

2. For enterprises where the State does not hold controlling shares or special shares, each legal person shall be entitled to buy not more than 20% and each individual not more than 10% of the total number of an enterprise�s shares.

3. For enterprises where the State does not participate in shares, there shall be no limitation as to the number of shares which a legal person or an individual may buy but there must be sufficient number of shareholders as provided for by the Law on Companies.

4. If before equitisation, State enterprises have borrowed capital from employees for production and business, part or whole of such capital lent to the enterprises which have been converted into joint-stock companies may be turn into share capital if they so request.

After 30 days from the date of beginning to sell shares, if the number of shares actually sold out is not up to the approved plan while shareholders� buying demand is higher than the stipulated governing level, the body deciding the equitisation shall, at the request of equitised enterprises, consider augmentation of the entitlement to purchase shares for individuals and legal persons in conformity with the enterprises� situation. For enterprises where the State holds controlling shares, the augmentation of the entitlement to purchase shares shall not affect the State controlling shares.

II. DETERMINATION OF ENTERPRISES� VALUE

1. Principle for determination: The determination shall comply with the stipulations in Articles 11 and 12 of Government Decree No. 44/1998/ND-CP of June 29, 1998.

2. Inventory of assets under enterprises� ownership:

The assets owned by State enterprises and subject to inventory shall include current and short-term investment assets and fixed and long-term investment assets reflected in the Accounting Balance according to the current accounting regime.

Separate inventory shall be made with regard to assets hired outside, materials and goods undertaken to hold in trust, to process, to sell in trust and to be deposited.

2.1. Inventory of assets shall comply with the following requirements:

2.1.1. To determine the quantity of the assets that actually exist till the time the enterprise�s value is determined.

2.1.2. To classify the existing assets under enterprises� ownership:

- For assets which enterprises have requirements to use, the remaining quality of each asset, kind or group of assets shall be determined on the basis of the technical parameters and the actual state of assets. The remaining quality shall be manifested in the percentage compared to the quality of the assets newly procured or invested in new constructions.

- For assets which enterprises do not have requirements to use, including assets that are not in use and assets that are beyond the possibility of restoration for production and business, they must be declared and inventoried separately so that handling measures shall be taken.

- Assets formed from reward and/or welfare fund (if any) shall be inventoried so as to hand over separately to joint-stock companies for management and use.

2.1.3. To determine the assets that are deficient comparing with books (if any).

2.1.4. To compare and classify items of debts.

Recoverable bad debts must be proved by valid and concrete evidences:

- Debts not acknowledged by debtors;

- Debtors are legal entities that have been dissolved or have gone bankrupt;

- Debtors are individuals who have died, or fled without any inheritors of their responsibilities;

- Bad debts due to other causes.

2.2. Organization of inventory of assets

Directors of equitised State enterprises shall have to set up asset inventory councils according to the above-mentioned requirements. Membership of the inventory council shall comprise:

- The Director of the equitized State enterprise as its the president;

- The chief-accountant as a member; and

- The head of the technical department as a member.

Besides, depending on concrete situtation, directors of enterprises shall invite technical experts conversant with the properties, effects and quality of assets to participate in the asset inventory council.

3. Handling of assets and debts prior to equitisation:

3.1. The following assets shall not be calculated into the value of enterprises for equitisation:

3.1.1. Those assets that enterprises cannot continue to use and that have been reflected on financial reports before the time of determination of enterprises� value may be handled by one of the following measures:

- The direct managing body of enterprises shall transfer them to other enterprise under its management;

- Organization of auction sales (or liquidation sales). The proceeds collected from auction (or liquidation) sales after subtracting expenses for the auction (or liquidation) sales shall be accounted in enterprises� value if they incurred prior to the equitisation or paid to the corresponding account stipulated in Point 2, Item V hereof if they incurred after the equitisation;

- If State enterprises are turned into joint-stock companies while it is impossible to sell these assets by auction (or liquidation sales), the body deciding the equitisation shall authorize the joint-stock companies to manage them on its behalf. Within 90 days at the latest from the time of equitisation, the body deciding the equitisation must organize auction (or liquidation) sales in order to recover capital. The auction (or liquidation) sales shall be carried out in conformity with the current stipulations.

3.1.2. Recoverable bad debts as stipulated in Point 2.1.4 of this Item.

3.1.3. Unfinished construction costs of works that have been suspended prior to the time of determination of enterprises� value.

3.1.4. Long-term investment in other enterprises, which is, however not put to equitisation effected by enterprises shall be handled by the body deciding the equitisation.

3.1.5. Financial leasing assets which are the part of debts unpaid to owners of assets.

3.1.6. Assets hired outside: Where the lessor agrees to sell and the lessee-enterprise agrees to buy the assets being leased, the latter shall be responsible for payment at the mutually agreed price. Where the lessor being a State enterprise has agreed with the direct managing body to transfer such assets to the equitised enterprise, the direct managing body of the enterprise shall decide to transfer assets to the lessee, the asset transferor shall be entitled to account it as reduction of capital while the transferee shall account it as a capital increase. The asset transferee (the equitised enterprise) shall re-evaluate the assets and calculate them in the enterprise� s value.

Where an equitised enterprise leases assets and make investment in the improvement of the or upgrade the leased assets, the remaining value of the portion that has been invested in, renovated or upgraded shall be dealt with as follows:

+ Where the leasing enterprise takes back the assets, it shall pay to the lessee-enterprise the invested or upgraded value. Where the lessor which is a State enterprise agrees to take back assets together with the invested, renovated or upgraded value, the two parties may hand over the invested and upgraded value which shall be accounted according to the principle of capital increase or reduction as mentioned above;

+ Where a joint-stock company continues to lease the assets, the costs of investments, renovation and upgrading that have been spent shall be calculated into the enterprise�s value.

3.1.7. Assets formed from reward and/or welfare fund (if any)

3.2. With regard to assets that are being managed and used by enterprises the owners of which, however, have not been determined, they shall be considered assets under the State capital and the value of which must be determined. When their owners are determined, the Ministry of Finance shall handle specific case by case.

3.3. Other reserves for price reduction of stocks, reserves for bad debts, reserves for reduction of prices of securities and for differences in exchange rates and undistributed profits (if any) shall be also dealt with prior to the determination of the actual value of enterprises.

3.4. The balance left in reward and/or welfare funds shall be divided among employees for purchasing shares.

4. Market prices which are used to determine the actual value of assets shall be stipulated as follows:

4.1. For assets which are circulated on market, the market prices are the prices at which these assets are being purchased or sold.

4.2. For assets which are of specialised use or are construction investment products, the market prices shall be based on investment rates (or investment prices) at the time of determination of enterprises� value, stipulated by the competent authority.

4.3. For particular assets that are not circulated on market, the market prices shall be calculated on the basis of the prices of assets of the same kind with similar capacity and technical properties. If such similar assets are not available, the prices of the assets shall be calculated according to their prices inscribed on account books.

5. Description and methods of determination of the actual value of enterprises for equitisation:

5.1. For immovable and moveable assets which are inventoried objects, their actual value shall be determined according to the following formula:

Actual Actual Market prices of The

value quantity assets at the time remaining

of = of each x of determination x quality of

assets kind of enterprises� assets (%)

asset value

5.2. For assets which are capital in cash, their actual value shall be calculated according to the balance of cash capital which has been checked and compared at the time of determination of enterprises� value. If the balance is in foreign currency(ies), it shall be converted into Vietnamese currency at the interbank exchange rate promulgated at the latest date.

5.3. For recoverable debts, their actual value shall be those debts that have been compared and acknowledged.

5.4. For unfinished expenses (including expenses incurred in production, business, non-business expenses and expenses in construction), their actual value shall be calculated according to the actual balance of expenses on account books.

5.5. For short-term and long-term deposited assets, their actual value shall be calculated according to the actual balance on account books compared and acknowledged at the time of determination of enterprises� value.

5.6. For short-term and long-term investment assets, those items that join-stock companies will inherit shall be calculated in enterprises� value.

5.7. For intangible assets (if any), their actual value shall be calculated according to the remaining value which is being accounted on account books.

5.8. For enterprises that have business goodwill, the goodwill value shall be calculated into the actual value of enterprises as follows:

- Where the goodwill value (such as prestige of goods, geographical position) has been evaluated, the actual balance on account books shall be taken to calculate into enterprises� value;

- Where the goodwill value has not been determined, it shall be calculated on the basis of the average superprofits ratio of the three years that immediately precede the time of determination of enterprises� value to calculate the goodwill according to the following formula:

Enterprises� The total profits gained in 3 immediately

average preceding years

profits ratio = ---------------------------------------------------------

of three Total State capital according to account books

years of the three immediate preceding years

Average Enterprises� Enterprises� general average

super- average profits ratio of State enterprises

profits = profits - of the same production/business

ratio ratio of lines in the same area

three years (provinces or cities)

Goodwill State capital

value according to the

calculated average account Average

into = books of three x superprofits x 30%

enterprise�s immediately ratio

value preceding years

The enterprises� actual value for equitisation is the total of items (5.1 + 5.2 + 5.3 + 5.4 + 5.5 + 5.6 + 5.7 + 5.8) mentioned above.

5.9. For those enterprises that have failed to comply with law provisions on book accounting and statistics, the body that decides their value shall consider the hiring of independent auditing organizations to make the determination. The cost of hiring audit shall be calculated in the equitisation expenses.

6. Determination of the actual value of the State capital in enterprises:

The actual value of the State capital in enterprises is the remainder of the actual value of enterprises minus the actual debts payable including balance of the welfare and/or reward funds.

- Actual debts payable are the total debts stipulated in Item A (Debts payable - Code No. 300) of the Accounting Balance minus (-) non-performing debts.

- Non-performing debts are those debts where creditors have been dissolved, gone bankrupt, died, fled or abandoned the right to claim debts.

7. Council for Determination of Enterprises� Value:

7.1. Such a council shall comprise:

- A representative of the financial agency who will act as its chairman;

- Representatives of branch managing agencies (ministries, branch managing municipal/provincial Services, Corporations 91) who will act as members;

- A representative of the leadership of the to be equitised State enterprise as member.

Apart from the above-said official members, depending on the situation of the assets in enterprises and specific requirements, the council may invite technical organizations or experts, economic, financial and accounting experts inside and outside the enterprise, necessary for the evaluation of quality and determination of the actual value of each type of these assets.

7.2. The tasks of the council shall be:

7.2.1. To examine and evaluate the inventory results of enterprises as stipulated in Point 2, Item II hereof.

7.2.2. To organize the appraisal and determination of the actual value of enterprises and determination of the actual value of the State capital in accordance with the guidance given above.

7.2.3. To make a record with signatures of all official members on the results of the determination of the actual value of enterprises and the actual value of the State capital in enterprises.

The council shall work according to the principle of collective voting. Where the number of votes is equal, the party having the Chairman�s vote shall prevail.

The record on determining the actual value of enterprises and the State�s actual stake in enterprises shall be forwarded to the following bodies:

- The branch-managing ministry (or corporations 91) if enterprises are under the management of the branch-managing ministry or corporations 91;

- The Presidents of the provincial/municipal People�s Committees if enterprises are under the management of local administration; and

- The Ministry of Finance.

The time limit for determining the actual value of enterprises and the State�s actual stake in enterprises is 15 days at the maximum from the date of setting up of the council.

7.2.4. To re-determine the results of the value of enterprises if so requested by the person determining the value of enterprises.

8. Competence to decide and to adjust the actual value of enterprises and of the State�s actual stake in enterprises:

8.1. Competence to decide the actual value of enterprises and of the State�s actual stake in enterprises

8.1.1. Ministers of the branch-managing ministries (for independent enterprises and members of Corporation 90 directly run by the ministry); presidents of the People�s Committees of provinces and centrally-run cities (for independent enterprises and members of Corporation 90 directly run by provinces and cities); or Chairmen of Management Boards of Corporations 91 (for enterprises which are members of Corporations 91) shall make examinations and decisions regarding enterprises with the State capital of 10 billion dong or less according to account books at the time of determination of value of enterprises.

8.1.2. The Minister of Finance shall make examination and decisions regarding enterprises having the State capital of more than 10 billion dong according to account books after obtaining a written agreement from ministers of the branch-managing ministries, the presidents of the provincial/municipal People�s Committees or the Chairmen of the Management Boards of Corporations 91.

Ten days at the latest from the date of receipt of records of determination of the value of enterprises and the agreement mentioned in Point 8.1.2, Heads of the competent agencies shall examine and decide the actual value of enterprises and of the State�s actual stake therein.

Where the records on the determination of the value of enterprises provide insufficient grounds for making such decision, the council shall, within seven days from the date of request by the persons competent to decide the value of enterprises, supplement grounds for decision of the value of enterprises.

8.1.3. Where the actual value of enterprises to be equitised is determined lower than the value inscribed on account books, it must be reported to Minister of Finance for decision.

8.2. Readjustment of the value of enterprises

8.2.1. If 3 months after the enterprise�s value is decided, the number of shares actually sold has not reached 50% of the total number of shares projected to sell out, the agency deciding the enterprise�s value shall consider and readjust the already decided value within 10 days.

8.2.2. The competence to readjust the value of enterprise

- Ministers of the branch-managing ministries, presidents of the provincial/municipal People�s Committees or Chairmen of the Management Boards of Corporations 91 shall make consideration and readjustment for gradual reduction of the enterprise�s already decided value to the level of the enterprise�s value inscribed on account books of the equitised assets.

- All cases of readjustment of the enterprise�s value to the level under that inscribed on account books of the equitised assets shall be considered and decided by the Minister of Finance.

9. Handling of the value of State stake from the time of determination of the enterprise�s value till the time of equitisation.

Due to the difference between the time of determination of the enterprise�s value and the time of deciding to turn the State enterprise into a joint-stock company, if there is an added value, it will be added (+) to the enterprise�s actual value, if there is a decreased value, it will be subtracted (-) from the enterprise�s actual value for equitisation in accordance with the decision of the person competent to decide the enterprise�s value.

III. PREFERENTIAL TREATMENT REGIME FOR STATE ENTERPRISES AND EMPLOYEES WHEN ENTERPRISES ARE TURNED INTO JOINT-STOCK COMPANIES

1. For State enterprises which are turned into joint-stock companies.

The preferential treatment regime for State enterprises which are turned into joint-stock companies shall comply with the stipulations in Article 13 of Decree No. 44/1998/ND-CP referred above.

2. For employees in enterprises.

The preferential treatment regime for employees in enterprises has been stipulated in Article 14 of Decree No. 44/1998ND-CP referred above. The Ministry of Finance provides detailed guidance on a number of points as follows:

2.1. For each year of working for the State, an employee working in enterprises shall be entitled to buy 10 shares at the maximum (the value of one share is 100,000 VND) at the preferential selling price 30% lower than that for other buyers. According to this stipulation, for each share sold at preferential price, employees shall pay only 70,000 VND and 30,000 VND is the preferential value granted by the State to employees for each share.

2.2. The total preferential value for employees is the product between the preferential value of each share and the total number of shares sold at preferential prices to employees. However, the total preferential values granted to employees shall not exceed 20% of the actual value of the State stake in enterprises. For enterprises that have capital accumulated by themselves (capital supplemented by themselves) that accounts for 40% of the value of enterprises (according to account books) or higher, the total preferential value granted to employees shall not exceed 30% of the actual value of the State stake in enterprises.

2.3. Poor employees in enterprises shall be entitled to buy preferential shares by deferred payment. The deferred payment period is 10 years at the maximum including 3 years� grace. Poor employees shall not have to pay interests on the deferred payment.

2.4. The number of shares paid in installments by poor employees in enterprises shall not exceed 20% of the total number of shares sold at preferential prices stipulated in Point 2.2 of this Item.

2.5. When effecting the preferential treatment regime for employees in enterprises, the following conditions must be met:

- If, the total preferential value of the number of shares sold at preferential prices to employees according to the maximum level stipulated by the State, exceeds the controlling level (20% or 30% of the actual value of the State stake in enterprises), readjustment shall be made to reduce the total number of shares sold at preferential prices so that the preferential value shall not exceed the above-said controlling level.

- If, calculating by the above-said controlling level, the preferential value granted to employees and the value of deferred payment by poor employees exceed the value of shares belonging to State stake sold out (after subtracting (-) equitisation expenses), readjustment shall be made to reduce the total number of shares sold at preferential prices in order to satisfy this condition.

2.6. Procedures and competence to consider and approve preferences for employees.

2.6.1. Equitised enterprises shall make a list of employees of enterprises, the number of their years of working therein and the number of shares entitled to buy at preferential prices by each employee.

2.6.2. For poor employees, there must be a written request to buy shares by installment payment and their commitment concerning the time limit of payment to the State.

2.6.3. Directors of equitised enterprises shall co-ordinate with Party Committees, trade unions of enterprises to review and approve lists of employees, the quantity of shares bought at preferential prices and lists of poor employees and the quantity of shares bought by installment payment. These lists shall be posted up at enterprises and forwarded to the body deciding the equitisation (enclosed with the enterprises� plan for equitisation).

2.6.4. Based on Government Decree No. 44/1998/ND-CP, the agency deciding the equitisation shall review and approve the number of shares sold at preferential prices to employees and shares sold by installment payment to poor employees in equitised enterprises.

IV. EQUITISATION EXPENSES

1. Equitisation expenses of State enterprises shall comprise:

- Printing of materials, organization of professional training on equitisation of enterprises;

- Making inventory and determination of value of assets;

- Elaboration of plans for equitisation as well as organization and operation charters of joint-stock companies;

- Hiring of audit (if any);

- Holding extraordinary congress of enterprises� workers and employees for carrying out equitisation;

- Propaganda and advertisement for the equitisation of enterprises;

- Organizing the sale of shares (excluding the charge of share slips);

- Holding first shareholders� congress; and

- Other expenses relating to the equitisation of enterprises.

Expenses for Equitisation Boards of the ministries, the People�s Committees of provinces and centrally-run cities shall comply with the separate regulations of the Ministry of Finance.

2. Level of expenses for the process of turning State enterprises into joint-stock companies shall be stipulated as follows:

+ Enterprises that have the actual value of less than 3 billion VND are entitled to spend not more than 3% of their actual value;

+ Enterprises that have the actual value of from 3 - 10 billion VND shall be entitled to add an extra 2% of the added value;

+ Enterprises that have the actual value of more than 10 billion VND shall be entitled to add an extra of 1% of the added value.

Directors of State enterprises shall be entitled to decide necessary expenses for the process of equitisation on the principle of economy within the prescribed levels mentioned above. The total equitisation expenses shall be subtracted (-) from the proceeds from the sale of shares belonging to the State capital in enterprises.

Upon the conclusion of the equitisation process, State enterprises shall make the final settlement of the whole expenses for equitisation and report to the body deciding the equitisation.

V. MANAGEMENT OF PROCEEDS FROM THE SALE OF SHARES

1. Equitised enterprises shall open frozen accounts at State Treasuries to deposit proceeds from the sale of shares.

When collecting money from shareholders, equitised enterprises shall comply strictly with the cash management regime.

2. Regarding proceeds from the sale of shares that belong to State stakes:

2.1. With regard to proceeds from the sale of shares that belong to State stakes, after subtracting (-) equitisation expenses, joint-stock companies shall transfer them from frozen accounts at the Treasuries into the equitisation revenue accounts of:

- The People�s Committees of provinces and centrally-run cities (for independent cost-accounting enterprises including members of Corporations 90 under the management of local administration);

- The Ministry of Finance (for independent cost-accounting enterprises, including members of Corporation 90 under the management of ministries and General Departments).

- Corporations 91 (for their member enterprises).

2.2. Use of proceeds from the sale of shares that belong to State stake

2.2.1. This sum shall be used for:

- Training and retraining in order to provide employees with new jobs;

- Providing subsidy to redundant employees;

- Supplementing capital to State enterprises that need priority in strengthening; and

- Making additional investment of State shares in joint-stock companies with efficiency in their business activities.

2.2.2. Competence to decide the use of proceeds from the sale of shares belonging to State stakes.

- Based on the amount collected, People�s Committee of provinces and centrally-run cities shall decide on the use of such amount according to the stipulations in Point 2.2.1 of this Item (for enterprises under the management of local administration);

- The branch-managing ministries shall decide on such use and notify the Ministry of Finance for granting (for enterprises under the management of ministries).

3. With regard to the proceeds from issue of shares to mobilize more capital joint-stock companies, they will be at the disposal of joint-stock companies.

- When joint-stock companies officially commence operation, Chairmen of their Management Boards shall request the Treasuries to transfer the amount mobilized from frozen accounts to joint-stock companies� accounts.

- Proceeds from the sale of shares after joint-stock companies commence operation:

+ If the shares sold belong to State stakes, the amount shall be remitted into the accounts of receipts from equitisation stipulated in Point 2.1 of this item;

+ If the shares are sold for the purpose of mobilizing capital for production and business of joint-stock companies, the amount shall be remitted into the companies� accounts.

VI. MANAGEMENT AND PROVISION OF SHARE SLIPS

1. The State Treasury shall make uniform printing and management of "blank" share slips to provide to equitised enterprises.

2. After the shareholders� founding congress is held and joint-stock companies officially come into operation according to the Law on Companies, the joint-stock companies shall file applications to buy share slips to State Treasuries of provinces and centrally-run cities (hereinafter called provincial State Treasuries for short) where equitised enterprises open their accounts.

2.1. The total face value of "blank" shares applied for buying shall correspond to the total value of shares contributed to the companies.

2.2. Shares of members of Managing Boards and of shareholders bought by installment payment to the State shall be non-transferable registered shares.

2.3. State shares shall be non-transferable registered shares. The names of the owners written on shares shall be the names of the direct managing bodies of the equitised enterprises.

2.4. Each shareholder may receive one or more than one share slips. The total face value of share slips shall correspond to the sum of money contributed to joint-stock companies.

2.5. Chairmen of Management Boards of joint-stock companies shall be responsible for management of the "blank" share slips after buying them from State Treasuries and shall issue share slips to each shareholder corresponding to the number of shares he/she owns.

2.6. Dossiers accompanying applications for buying share slips shall comprise:

- Decisions to turn State enterprises into joint-stock companies by the competent level;

- Resolution of shareholders� founding congress on election of members of Management Boards; the resolution of the Management Boards on election of Chairmen of the Boards and appointment of managing directors of joint-stock companies.

3. Based on applications for buying share slips and the dossiers mentioned above, provincial State Treasuries shall have to sell sell slips to joint-stock companies 5 days at the latest from the date of receipt of complete dossiers.

4. Within 10 days from the date of receipt of "blank" share slips from State Treasuries, joint-stock companies shall have to make full inscription on each share slip and shall convey slips to each shareholder.

5. Other regulations on the management of share slips not provided herein shall still be applicable by virtue of the Minister of Finance�s Decision No. 529-TC/QD-TCDN of July 31, 1997 to promulgate the Provisional Regulations on buying share slips in joint-stock companies.

Part three

ORGANIZATION OF IMPLEMENTATION

This Circular shall replace the Minister of Finance�s Circular No. 50-TC/TCDN of August 30, 1996 and shall take effect after its signing.

All documents guiding financial matters when shifting State enterprises to joint-stock companies which are contrary to this Circular are now abrogated.

The ministries, branches, localities and equitised enterprises shall report in time any difficulties that arise in the course of implementation to the Ministry of Finance for study and resolution.

For the Minister of Finance

Vice Minister

PHAM VAN TRONG